EXHIBIT 99.2

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC   20549

                            FORM 8-K
                         CURRENT REPORT
        Pursuant to Section 13 of 15(d) of the Securities
                      Exchange Act of 1934
        Date of Report (Date of earliest event reported)
                         March 29, 2001

                    INDIANA GAS COMPANY, INC.
     (Exact name of registrant as specified in its charter)

        Indiana              1-6494             35-0793669
 --------------------   ----------------   --------------------
 (State of              (Commission File   (I.R.S. Employer
  Incorporation)         Number)            Identification No.)

   20 N.W. Fourth St.
  Evansville, Indiana                              47741
 --------------------                       -------------------
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code (812)465-5300

                               N/A
     (Former name or address, if changed since last report.)









<PAGE>

ITEM 5.  Other Matters

Attached is a press release discussing the recent settlement
between the Indiana Gas Company, Inc. (IGC) (subsidiary company
of Vectren Corporation), the Indiana Office of the Utility
Consumer Counselor, and the Citizens Action Coalition of the
appeals surrounding the Indiana Utility Regulatory Commission's
January 4, 2001 order that disallowed $3.8 million of gas cost
recovery by IGC.  As detailed in the press release, the
settlement provides for immediate rate reductions to IGC
customers and for additional contributions to low-income
assistance programs to assist customers in paying heating bills.
The agreement provides that the $3.8 million disallowance, which
was recognized as a charge to IGC's 2000 fiscal year results,
will be satisfied by the contributions described in the press
release.  As a result of the disallowance and amounts previously
recognized, it is expected that the additional expense recorded
in 2001 will be less than $2 million.

Item 7.  Exhibits

99-1     Press Release
99-2     Forward Looking Statements







<PAGE>


                           SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                  INDIANA GAS COMPANY, INC.
March 29, 2001



                                By:  /s/ M. Susan Hardwick
                                M. Susan Hardwick
                                Vice President and Controller










<PAGE>

EX 99-1

News Release
 ==============================================================
  Indiana Office of         Vectren          Citizens Action
  Utility Consumer        Corporation      Coalition of Indiana
      Counselor
 100 N. Senate Ave.,     P.O. Box 209      5420 N. College Ave.
      Room 501
  Indianapolis, IN      Evansville, IN       Indianapolis, IN
     46204-2215           47702-0209              46220
www.state.in.us/oucc    www.vectren.com       www.citact.org


For Immediate   Contacts:  Anthony    Mike Roeder   Dave Menzer
Release                    Swinger
March 29, 2001             OUCC       Vectren       CAC
                           (317)      (317)         (317)
                           233-2747   321-0691      205-3535

Settlement Agreement to Provide Immediate Benefits for Vectren
Natural Gas Customers

The Indiana Office of Utility Consumer Counselor (OUCC), Vectren
Corporation - the parent company of Indiana Gas Company, Inc.
(IGC) and Southern Indiana Gas and Electric Company (SIGECO), and
the Citizens Action Coalition of Indiana (CAC) have reached an
agreement to provide $5.25 million in immediate benefits for IGC
and SIGECO customers.

The agreement, if approved by the Indiana Utility Regulatory
Commission (IURC), will provide an immediate one-month bill
reduction for all IGC customers.  In addition, Vectren will make
significant contributions to Indiana's Low Income Heating
Assistance Program (LIHEAP) to help consumers in Vectren's
service territories.  Local Community Action Agencies will
distribute the LIHEAP dollars.

All of the contributions under the settlement agreement would be
made in addition to Vectren's existing low-income assistance
commitments, which exceed $940,000 for the two gas utilities. In
addition, the contributions and matching funds would be carried
over to the 2001-2002 heating season if not completely used in
2001.

Pending IURC approval, the settlement agreement's major benefits
break down as follows:

*   $3.3 million in rate reductions for all Indiana Gas Co.
    customers.
    *  The one-month credit of $4-$6 would be provided in the
       next available month following approval of the agreement.
*   A $1 million contribution from Vectren to LIHEAP, to benefit
    low-income consumers in IGC territory.
*   A $700,000 contribution from Vectren to LIHEAP, to benefit
    low-income consumers in SIGECO territory.
*   A $250,000 contribution from Vectren to matching funds for
    its Share the Warmth Program.

The agreement resolves pending appeals surrounding the IURC's
January 4, 2001 decision that disallowed $3.8 million of IGC's
proposed gas cost increase for January and February.  The IURC
order indicated that the disallowance would be implemented
through future proceedings.  If the settlement agreement receives
IURC approval, all appeals will be dropped and the rate
reductions will take place immediately.  Appeals of the IURC
order would likely delay the reductions.  Settlement approval
would also resolve all potential legal concerns involving
SIGECO's current gas cost adjustment proceeding.

<PAGE>

The agreement further provides that the $3.8 million
disallowance, which was recognized as a charge to Vectren's 2000
fiscal year results, will be satisfied by the contributions
described above. As a result of the disallowance and other
amounts recognized previously, Vectren expects additional expense
recognized for 2001 will be less than $2 million.

"This agreement brings fair and equitable closure to the pending
legal issues and provides additional support for consumers,
particularly those most affected by the high prices," said
Indiana Utility Consumer Counselor Anne E. Becker.  "This
agreement means direct and immediate benefits for Indiana Gas and
SIGECO customers.  It also allows the parties to shift focus and
prepare for next winter."

"These are extraordinary times," said Vectren Corporation
Chairman and CEO Niel Ellerbrook. "While we cannot control the
market prices for natural gas, we empathize with the impact
higher prices and cold weather have had on our customers. We are
providing these additional dollars to help many customers pay
their heating bills. This beneficial agreement is the right
outcome for our customers."

Vectren is also providing help to its customers in applying for
assistance from a $25 million grant given by the Lilly Endowment.
The grant is intended to ease the burden of this year's higher
natural gas prices.

"We welcome the additional dollars that will help low-income
Hoosiers who continue to have a tough time dealing with the high
bills," said Citizens Action Coalition Utility Campaign Organizer
Dave Menzer.  "This settlement will help people who need it the
most, and we hope the agreement sets the proper tone as we look
toward the next heating season."

The Indiana Office of Utility Consumer Counselor (OUCC) is the
state agency that represents the interests of all utility
consumers and the public in matters related to the provision of
utility services.  The agency is active in proceedings before
regulatory and legal bodies, and committed to giving consumers a
voice in the creation of utility service policy.

Vectren Corp. (NYSE: VVC) is an energy and applied technology
holding company headquartered in Evansville.  Vectren's energy
delivery subsidiaries provide gas and/or electricity to
approximately one million customers in Indiana and Ohio.
Vectren's non-regulated subsidiaries and affiliates provide
energy-related products and services, fiber-optic based
communications services and utility related services, including
materials management, debt collections, underground pipeline
construction and repairs, underground facilities locating and
meter reading services.

The Citizens Action Coalition is a non-profit advocacy
organization that has represented Indiana citizens for more than
25 years on a broad range of issues, including utility rates and
service, environmental protection and health care.  With 300,000
members and supporters statewide, the Coalition has offices in
Indianapolis, Fort Wayne, South Bend and New Albany.







<PAGE>

Exhibit 99.2

Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995.

A "safe harbor" for forwarding-looking statements is provided by
the Private Securities Litigation Reform Act of 1995 (Reform Act
of 1995).  The Reform Act of 1995 was adopted to encourage such
forward-looking statements without the threat of litigation,
provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying
important factors that could cause the actual results to differ
materially from those projected in the statement.  Forwardlooking
statements have been and will be made in written documents and
oral presentations of Vectren Corporation and its subsidiaries.
Such statements are based on management's beliefs, as well as
assumptions made by and information currently available to
management.  When used in Vectren Corporation and its
subsidiaries' documents or oral presentations, the words
"believe," "anticipate," "endeavor," "estimate," "expect,"
"objective," "projection," "forecast," "goal," and similar
expressions are intended to identify forward-looking statements.
In addition to any assumptions and other factors referred to
specifically in connection with such forward-looking statements,
factors that could cause Vectren Corporation and its
subsidiaries' actual results to differ materially from those
contemplated in any forward-looking statements included, among
others, the following:
Factors affecting utility operations such as unusual weather
conditions; catastrophic weather-related damage; unusual
maintenance or repairs; unanticipated changes to fossil fuel
costs; unanticipated changes to gas supply costs, or availability
due to higher demand, shortages, transportation problems or other
developments; environmental or pipeline incidents; transmission
or distribution incidents; unanticipated changes to electric
energy supply costs, or availability due to demand, shortages,
transmission problems or other developments; or electric
transmission or gas pipeline system constraints.

Increased competition in the energy environment including effects
of industry restructuring and unbundling.

Regulatory factors such as unanticipated changes in ratesetting
policies or procedures, recovery of investments and costs made
under traditional regulation, and the frequency and timing of
rate increases.

Financial or regulatory accounting principles or policies imposed
by the Financial Accounting Standards Board, the Securities and
Exchange Commission (Commission), the Federal Energy Regulatory
Commission, state public utility commissions, state entities
which regulate natural gas transmission, gathering and
processing, and similar entities with regulatory oversight.

Economic conditions including inflation rates and monetary
fluctuations.

Changing market conditions and a variety of other factors
associated with physical energy and financial trading activities
including, but not limited to, price, basis, credit, liquidity,
volatility, capacity, interest rate, and warranty risks.

Availability or cost of capital, resulting from changes in
Vectren Corporation and its subsidiaries, interest rates, and
securities ratings or market perceptions of the utility industry
and energy-related industries.

Employee workforce factors including changes in key executives,
collective bargaining agreements with union employees, or work
stoppages.

Legal and regulatory delays and other obstacles associated with
mergers, acquisitions, and investments in joint ventures.

Costs and other effects of legal and administrative proceedings,
settlements, investigations, claims, and other matters,
including, but not limited to, those described in periodic
filings made with the Commission by Vectren Corporation and its
subsidiaries, Indiana Gas Company, Inc. and Southern Indiana Gas
and Electric Company.

Changes in federal, state or local legislature requirements, such
as changes in tax laws or rates, environmental laws and
regulations.

Vectren Corporation and its subsidiaries undertake no obligation
to publicly update or revise any forward-looking statements,
whether as a result of changes in actual results, changes in
assumptions, other factors affecting such statements.